BROWN SHOE COMPANY, INC.
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
There shall be a committee
of the Board which shall be called the Governance and Nominating Committee.
The Governance and
Nominating Committee shall (1) identify individuals qualified to become Board
members, consistent with criteria approved by the Board, and recommend that the
Board select the director nominees for election to the Board; (2) develop and
recommend to the Board the Corporate Governance Guidelines applicable to the
Company; and (3) oversee the evaluation of the Board and management of the
C. Committee Membership
The Governance and
Nominating Committee shall consist of no fewer than three members. Each member
of the Governance and Nominating Committee shall satisfy the independence
requirements of the New York Stock Exchange. The Board shall appoint the
members of the Governance and Nominating Committee, considering the recommendation
of the Governance and Nominating Committee, and further considering the views
of the Chairman of the Board and the Chief Executive Officer, as appropriate.
The members of the Governance and Nominating Committee shall serve until their
successors are appointed and qualify. The Board shall have the power at any
time to change the membership of the Governance and Nominating Committee and to
fill vacancies in it, subject to such new member(s) satisfying the independence
requirements established by the New York Stock Exchange.
D. Authority, Duties and
The Governance and
Nominating Committee shall:
- Develop qualification criteria for Board
members, and, as necessary, actively seek, interview and screen
individuals qualified to become Board members for recommendation to the
Board in accordance with the Corporate Governance Guidelines.
- Consider nominees recommended by stockholders
for election to the Board of Directors, provided the names of such
nominees, accompanied by relevant biographical information, are properly
submitted in writing to the Secretary of the Company in accordance with
the Company's Bylaws and the rules of the Securities and Exchange
- Recommend annually to the Board the assignment
of Board members to committees and the designation of committee chairs.
- Have the sole authority to retain and terminate
any search firm to be used to identify director candidates and shall have
sole authority to approve the search firm's fees and other retention
- Also have authority to obtain advice and
assistance from internal or external legal, accounting or other advisors.
- Oversee the evaluation of the executive
management of the Company and make recommendations to the Board as
- Review and reassess at least annually the
adequacy of the Corporate Governance Guidelines of the Company and
recommend any proposed changes to the Board for approval.
- Consider any requests for waivers from the
Company's Code of Business Conduct for executive officers or directors.
The Company shall make prompt disclosure of such waivers.
- Oversee the self-evaluation process for the
Board and its committees and review the conduct of the Board.
- Review annually with the Chief Executive
Officers succession planning and related development recommendations in
accordance with the Corporate Governance Guidelines.
- Advise the Board on director compensation.
- Oversee policies and procedures for director
orientation and training.
- Review the organizational and governance
structure of the Company.
- Make regular reports to the Board, as necessary.
- Review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
- Review its own performance annually.
The Governance and Nominating Committee may form and
delegate authority to subcommittees when appropriate. Except as expressly
provided in this Charter, the Bylaws of the Company or the Corporate Governance
Guidelines of the Company, the Governance and Nominating Committee shall fix
its own rules of procedure.